Aortic lesions from hypertensive rats (SHR) fed a high fat diet (10% lard, 1 % cholesterol and 0.5% cholic acid) for 1-1.5years were studied by electron microscope. The rats used in this study were the same as those used in a previous report (Kitakanto Med. J., 40, 1990). Intimal thickening consisting of fine granular and fibrillar (“basement membrane-like”) materials was seen. Foam cells, blood mononuclear cells and processes of the medial smooth muscle cells were found in the intima. Giant “ghost bodies” were noticed in the thickened intima and the media of the aortas. Intracellular and extracellular ghost bodies were found in both intimal and medial muscle cells. They were considered to be derived from smooth muscle cytoplasm. Hypercholesterolemia and hypertension caused smooth muscle injury and formed the “ghost bodies”.